273,500,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as ofCredit Agreement • November 24th, 2004 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
BY AND AMONGAgreement and Plan of Merger • June 20th, 2000 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
AMENDMENT NO. 2Security Agreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
TBC CORPORATIONExecutive Employment Agreement • October 28th, 1997 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
by and amongShare Purchase Agreement • December 3rd, 1998 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
208,500,000 CREDIT AGREEMENT dated as ofCredit Agreement • April 16th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
BY AND AMONGStock Purchase Agreement • April 16th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
273,500,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as ofCredit Agreement • December 15th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
TBC CORPORATION TBC PRIVATE BRANDS, INC.Note Purchase Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Exhibit 10.1 TBC CORPORATION TRUST AGREEMENT FOR _________ ____________ (date) TABLE OF CONTENTSTBC Corp • March 15th, 2004 • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
EXHIBIT 10.5 TBC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is being executed as of the 18th day of September, 2005, by and between TBC CORPORATION, a Delaware corporation (the "Company"), and J. GLEN GRAVATT (the "Executive"). IN...Employment Agreement • September 22nd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
AS "SELLER" ANDStock Purchase Agreement • November 13th, 2003 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMENDMENT NO. 1Credit Agreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMENDMENT TO LOUIS S. DiPASQUA TRUST AGREEMENT THIS AMENDMENT is being executed as of the 30th day of September, 1999, by and between TBC CORPORATION (the "Company") and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (the "Trustee"). THE PARTIES HEREBY...TBC Corp • October 27th, 1999 • Wholesale-motor vehicles & motor vehicle parts & supplies
RECITALSIntercreditor Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
TBC CORPORATIONTBC Corp • April 22nd, 1998 • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
EXHIBIT 10.7 TBC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is being executed as of the 31st day of October, 2000, by and between TBC CORPORATION, a Delaware corporation (the "Company"), and KENNETH P. DICK (the "Executive"), under the...Employment Agreement • March 30th, 2001 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
EXHIBIT 4.2 CONFORMED COPY ASSUMPTION AGREEMENT, dated as of November 19, 2004, made by TBC Parent Holding Corp. (the "Additional Grantor"), in favor of JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the "Collateral Agent") for the...Assumption Agreement • November 24th, 2004 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER PURSUANT TO SECTION 251(g) OF THE DELAWARE GENERAL CORPORATION LAW This AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of November 19, 2004, by and among TBC Corporation, a Delaware...Agreement and Plan of Merger • November 24th, 2004 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
AGREEMENTAgreement • September 22nd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
325,000,000 CREDIT AGREEMENT dated as of June 17, 2005 amongCredit Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT is being executed as of the 1st day of August, 1999, by and between TBC CORPORATION (the "Company" and RONALD E. McCOLLOUGH (the "Executive"). THE PARTIES HEREBY AGREE that the Executive...Executive Employment Agreement • October 27th, 1999 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
TBC CORPORATION TBC PRIVATE BRANDS, INC.Note Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
TBC CORPORATIONDistributor Agreement • March 30th, 2001 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
JOINDER AGREEMENTAcknowledgment and Agreement • February 13th, 2004 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
EXHIBIT 10.6 ------------ RESTATED TBC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT was originally entered into as of February 20, 1998, between TBC CORPORATION, a Delaware corporation (the "Company"), and LAWRENCE C. DAY (the...Employment Agreement • March 30th, 2001 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
made byGuarantee and Collateral Agreement • June 23rd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • New York
Exhibit 10.1 AMENDMENT TO AGREEMENT This Amendment is effective as of May 17, 2000 by and between TBC CORPORATION ("TBC") and COOPER TIRE & RUBBER COMPANY ("COOPER") and modifies a certain Agreement dated January 1, 1994, by and between the parties...To Agreement • November 14th, 2001 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies
EXHIBIT 10.9 TBC CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is being executed as of the 18th day of September, 2005, by and between TBC CORPORATION, a Delaware corporation (the "Company"), and ERIK R. OLSEN (the "Executive"). IN...Employment Agreement • September 22nd, 2005 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
AGREEMENTAgreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Ohio
WITNESSETH:TBC Corp • April 16th, 2003 • Wholesale-motor vehicles & motor vehicle parts & supplies • Tennessee
AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 23, 1998Rights Agreement • July 30th, 1998 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
EXHIBIT 4.6 LETTER AMENDMENT NO. 2 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT October 28, 1998 The Prudential Insurance Company of America c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201 Ladies and Gentlemen: We refer...TBC Corp • February 17th, 1999 • Wholesale-motor vehicles & motor vehicle parts & supplies
EXHIBIT 10.14 BIG O TIRES, INC. FORM OF FRANCHISE AGREEMENT BIG O TIRES, INC. FRANCHISE AGREEMENT TABLE OF CONTENTSFranchise Agreement • March 11th, 2002 • TBC Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Colorado
